UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Pulaski Furniture Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
745553107
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(CUSIP Number)
Anthony R. Ignaczak with copies to:
Pine Holdings, Inc. John M. Reiss, Esq.
c/o Quad-C Management, Inc. Gregory Pryor, Esq.
230 East High Street White & Case LLP
Charlottesville, VA 22902 1155 Avenue of the Americas
(804) 979-2070 New York, New York 10036
(212) 819-8200
.
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b), for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 745553107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quad-C Partners V, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 0
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EACH REPORTING PERSON WITH 8 SHARED VOTING POWER
231,548* (including options to
purchase Common Stock)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
231,548* (including options to
purchase Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14 TYPE OF REPORTING PERSON
PN
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* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such Reporting Person.
SCHEDULE 13D
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CUSIP No. 745553107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pine Holdings, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 0
--------------------------------------------
EACH REPORTING PERSON WITH 8 SHARED VOTING POWER
231,548* (including options
to purchase Common Stock)
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9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
231,548* (including options
to purchase Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14 TYPE OF REPORTING PERSON
CO
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* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such Reporting Person.
SCHEDULE 13D
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CUSIP No. 745553107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pine Acquisition Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 0
--------------------------------------------
EACH REPORTING PERSON WITH 8 SHARED VOTING POWER
231,548* (including options
to purchase Common Stock)
--------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------
10 SHARED DISPOSITIVE POWER
231,548* (including options
to purchase Common Stock)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
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14 TYPE OF REPORTING PERSON
CO
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* The Reporting Person expressly disclaims (a) the existence of any group and
(b) beneficial ownership with respect to any shares other than the shares
owned of record by such Reporting Person.
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock (the "Common
Stock") of Pulaski Furniture Corporation, a Virginia corporation (the
"Company"). The principal executive offices of the Company are located at One
Pulaski Square, Pulaski, VA 24301.
Item 2. Identity and Background
This statement on Schedule 13D is being filed by Quad-C Partners V, LP,
a Delaware limited partnership ("Quad-C"), Pine Holdings, Inc., a Virginia
corporation ("Holdings"), and Pine Acquisition Corp., a Virginia corporation and
a wholly owned subsidiary of Holdings ("Acquisition") (each, a "Reporting
Person" and, collectively, the "Reporting Persons"), with their principal
offices at c/o Quad-C Management, Inc., 230 East High Street, Charlottesville,
VA 22902. Quad-C is a private investment fund organized as a limited partnership
under the laws of the State of Delaware, which makes investments identified by
its affiliates. Holdings and Acquisition have been formed solely for the purpose
of the offer to purchase all outstanding shares of Common Stock of the Company
and the subsequent merger of Acquisition with and into the Company (described
more fully in Item 4 hereof). Neither Holdings nor Acquisition conduct any
unrelated business activities. Holdings currently is an affiliate of Quad-C,
which currently owns all of the outstanding stock of Holdings. The name,
business address, present principal occupation of employment, and citizenship of
each director and executive officer of Quad-C, Holdings and Acquisition are set
forth on Schedule A hereto.
During the last five years, none of the Reporting Persons, nor to the
best of their knowledge, any of the persons listed on Schedule A attached hereto
nor any other person controlling the Reporting Persons, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
None of the Reporting Persons has expended any funds in connection
with acquiring beneficial ownership of any shares of Common Stock. The Reporting
Persons are filing this statement on Schedule 13D as a precautionary matter
because they may be deemed to be beneficial owners of shares of Common Stock
subject to the Stock Voting and Non-Tender Agreement described in Item 4 below.
Each Reporting Person, however, disclaims such beneficial ownership.
The amount of funds required by Acquisition to purchase all of the
outstanding shares of Common Stock pursuant to the Offer and the Merger (as
defined and described fully in Item 4 hereof), to retire existing debt of the
Company and to pay related fees and expenses is expected to be approximately
$128.0 million. Acquisition currently intends to obtain all such funds from (i)
borrowings under the senior credit facilities described below, (ii) equity
investments totaling approximately $24.0 million in Holdings by Quad-C and the
Management Shareholders (as defined in Item 4 hereof) and (iii) an investment of
approximately $24.0 million in senior subordinated notes of Holdings by Quad-C
and the Management Shareholders. Acquisition currently intends to obtain a
Senior Credit Facility (the "Credit Facility") to be provided by Bankers Trust
Company (the "Agent").
The Agent has provided a Commitment Letter to Acquisition pursuant to
which it has agreed to lend to Acquisition up to $82.5 million of the Credit
Facility for the purpose of acquiring Common Stock in the Offer and the Merger
(as defined and described fully in Item 4 hereof), retiring existing debt of the
Company and paying related expenses which, along with the equity and
subordinated debt investments in Holdings (the proceeds of which will be
contributed to Acquisition), will be sufficient to consummate the Offer and the
Merger and to pay related fees and expenses. It is currently contemplated that
the Agent will syndicate some or all of the Credit Facility to other banks or
financial institutions.
Item 4. Purpose of the Transaction
Acquisition has made an offer to purchase all of the issued and
outstanding shares of Common Stock including the associated preferred stock
purchase rights, at a price of $22.50 per share of Common Stock, net to the
seller in cash, without interest thereon, on the terms and subject to the
conditions set forth in the Offer to Purchase dated April 7, 2000 and in the
related Letter of Transmittal (which, as they may be amended and supplemented
from time to time, together constitute the "Offer"). The Offer is being made
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of March 29, 2000, by and among Holdings, Acquisition and the Company, pursuant
to which Acquisition will be merged into the Company (the "Merger").
In connection with the Merger Agreement, the following members of the
Company's senior management will become owners of approximately 14% of the
outstanding equity capital of Holdings (approximately 24% of the fully-diluted
equity capital of Holdings) by investing their current equity interests and/or
cash in exchange for shares of common stock and subordinated debt of Holdings as
part of the Merger: Randolph V. Chrisley, Ira S. Crawford, Jack E. Dawson, Carl
W. Hoffman, James S. Dawson, James H. Kelly, Paul T. Purcell, James W. Stout,
John G. Wampler and Raymond E. Winters, Jr. These persons are collectively
referred to herein as the "Management Shareholders".
The Management Shareholders have agreed not to tender their shares of
Common Stock in the Offer and to vote their shares in favor of the Merger
Agreement and the transactions contemplated thereby and against any competing
offer pursuant to a Stock Voting and Non-Tender Agreement, dated as of March 29,
2000, by and among the Acquisition, Holdings and such Management Shareholders
(the "Voting Agreement"). Pursuant to the Voting Agreement, each Management
Shareholder has appointed Holdings, Acquisition and any designee of Holdings or
Acquisition, as such Management Shareholder's proxy to vote or act by written
consent with respect to the shares of Common Stock owned by such Management
Shareholders in accordance with the Voting Agreement.
The Management Shareholders have also entered into a Management
Transaction Agreement, dated as of March 29, 2000, with Holdings (the
"Transaction Agreement"). Pursuant to the Transaction Agreement, the Management
Shareholders have committed to exchange their respective shares of Common Stock
for shares of common stock and subordinated notes of Holdings in accordance with
the Merger Agreement, and to execute and deliver, upon consummation of the
Merger, a Shareholders Agreement (the "Shareholders Agreement") and a
Registration Rights Agreement (the "Registration Rights Agreement") to govern
the relationship of Quad-C and the Management Shareholders as shareholders of
Holdings from and after the effective time of the Merger. Furthermore, upon
consummation of the Merger, Holdings will implement a Management Performance
Stock Option Plan and an Annual Incentive Compensation Plan and will execute and
deliver the Shareholder Agreement and Registration Rights Agreement.
Item 5. Interest in Securities of the Company
(a) Reference is made to the applicable cover page for each Reporting
Person for information concerning (i) the number of shares of Common Stock that
may be beneficially owned by such Reporting Person and (ii) the percentage of
outstanding Common Stock that may be beneficially owned by such Reporting
Person, in each case as of the date of this filing. Although the Reporting
Persons may be deemed a group pursuant to Rule 13d-5(b)(1), each of the
Reporting Persons disclaims (i) membership in a group with the other Reporting
Persons and (ii) beneficial ownership of the other Reporting Persons' shares of
Common Stock.
(b) Reference is made to the applicable cover page for each Reporting
Person for information concerning beneficial ownership of shares of Common Stock
as to which such Reporting Person has sole power to vote or to direct the vote,
shared power to vote or direct the vote, sole or shared power to dispose or to
direct the disposition, in each case as of the date of this filing. Although the
Reporting Persons may be deemed a group pursuant to Rule 13d-5(b)(1), each of
the Reporting Persons disclaims (i) membership in a group with the other
Reporting Persons and (ii) beneficial ownership of the other Reporting Persons'
shares of Common Stock.
Quad-C, as the current owner of all the outstanding shares of common
stock of Holdings, may be deemed to be a controlling affiliate of Holdings and
Acquisition.
Each of the Reporting Persons shares the power to vote and dispose of
shares held by the Management Shareholders with the Management Shareholders
solely to the extent of the limited matters covered in the Voting Agreement.
To the knowledge of the Reporting Persons, during the last five years, none
of the Management Shareholders has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Management Shareholders were or are
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding violation with respect to such laws.
(c) During the past sixty days, none of the Reporting Persons acquired
or disposed of beneficial ownership of Common Stock.
(d) No person other than the Management Shareholders has the right to
receive dividends on the Common Stock and the proceeds from the sale of Common
Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As described in more detail in Item 4, each of the Management
Shareholders has entered into the Voting Agreement with Holdings and Acquisition
pursuant to which the Management Shareholders agree to vote their shares of
Common Stock in favor of the Merger Agreement and the transactions contemplated
thereby and against any competing offer. As further described in Item 4, each of
the Management Shareholders entered into the Transaction Agreement, pursuant to
which they have committed to exchange their respective shares of Common Stock
for shares of common stock and subordinated notes of Holdings, and to execute
and deliver the Shareholders Agreement and the Registration Rights Agreement.
Item 7. Material to be filed as Exhibits:
Exhibit A - Agreement and Plan of Merger, dated as of March 29, 2000, by
and among Pine Holdings, Inc., Pine Acquisition Corp. and
Pulaski Furniture Corporation (incorporated herein by
reference to Exhibit (d)(1) to the Schedule TO filed with
respect to Pulaski Furniture Corporation on April 7, 2000).
Exhibit B - Stock Voting and Non-Tender Agreement dated as of March 29,
2000, by and among Pine Holdings, Inc., Pine Acquisition
Corp. and the Individuals Named Therein (incorporated herein
by reference to Exhibit (d)(3) to the Schedule TO filed with
respect to Pulaski Furniture Corporation on April 7, 2000).
Exhibit C - Management Transaction Agreement dated as of March 29, 2000,
by and among Pine Holdings, Inc. and the Management (as
defined therein) (incorporated herein by reference to
Exhibit (d)(4) to the Schedule TO filed with respect to
Pulaski Furniture Corporation on April 7, 2000).
Exhibit D - Commitment Letter, dated February 18, 2000, by and between
Bankers Trust Company and Quad-C Management, Inc.
(incorporated herein by reference to Exhibit (b)(1) to the
Schedule TO filed with respect to Pulaski Furniture
Corporation on April 7, 2000).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 10, 2000 PINE HOLDINGS, INC.
By:/s/Anthony R. Ignaczak
----------------------------
Name: Anthony R. Ignaczak
Title: President
Dated: April 10, 2000 PINE ACQUISITION, CORP.
By:/s/Anthony R. Ignaczak
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Name: Anthony R. Ignaczak
Title: President
Dated: April 10, 2000 QUAD-C PARTNERS V, LP
By: Quad-C Advisors V, L.L.C., its
General Partner
By:/s/Anthony R. Ignaczak
-------------------------
Name: Anthony R. Ignaczak
Title: Vice President
<TABLE>
SCHEDULE A
REPORTING PERSONS
<S> <C> <C>
Present Principal
Name and Citizenship Business Address Occupation or Employment
- -------------------- ---------------- ------------------------
Anthony R. Ignaczak* c/o Quad-C Management, Inc. President of Pine Holdings, Inc. and Pine Acquisition Corp.
United States of America 230 East High Street Partner of Quad-C Management, Inc.
Charlottesville, VA 22902 (5/93 to present)
Franklin H. Winslow c/o Quad-C Management, Inc. Vice President, Secretary and Treasurer of Pine Holdings,
United States of America 230 East High Street Inc. and Pine Acquisition Corp.
Charlottesville, VA 22902 Associate of Quad-C Management, Inc.
(1998 to present). Consultant of Public Financial
Mgmt. (1996 to 1998)
Terrence D. Daniels* c/o Quad-C Management, Inc. President of Quad-C Management, Inc.
United States of America 230 East High Street (11/89 to present)
Charlottesville, VA 22902
Edward J. Harvey, Jr.* c/o Quad-C Management, Inc. Vice President of Quad-C Management, Inc.
United States of America 230 East High Street (1/00 to present). Vice President of Quad-C Inc.
Charlottesville, VA 22902 (4/90 to 12/99).
Vice President of Quad-C
Advisors V, LLC (4/98 to present). General Partner
of Quad-C Partners V, LP
(4/98 to present).
Director of Stimsonite Corporation
(8/90 to 7/99).
Stephen M. Burns* c/o Quad-C Management, Inc. Partner of Quad-C Management, Inc.
United States of America 230 East High Street (6/94 to present)
Charlottesville, VA 22902
</TABLE>
* Each of these individuals is a member of Quad-C Advisors V, L.L.C., the
General Partner of Quad-C Partners V, L.P.
